{"url_path":"/sec/isrlf/8-k/2026-06-26/item-1-02","section_key":"item-1-02","section_title":"Item 1.02 Termination of a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/1915328/0001104659-26-078277-index.html","accession_number":"0001104659-26-078277","cik":"0001915328","ticker":"ISRLF","issuer_name":"Israel Acquisitions Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1915328/0001104659-26-078277-index.html","primary_entity_key":"0001915328","primary_entity_name":"Israel Acquisitions Corp"},"word_count":670,"has_tables":true,"body_markdown":"**Item 1.02 Termination of a Material Definitive\nAgreement.**\n\n \n\n*Business Combination Agreement*\n\n \n\nAs previously disclosed, on January 26, 2025,\nIsrael Acquisitions Corp, a Cayman Islands exempted company (the “**Company**” or “**IAC**”), and Gadfin\nLtd., a company domiciled in Israel (“**Gadfin**”), entered into a business combination agreement (as amended, the “**Agreement**”),\npursuant to which, among other things and subject to the terms and conditions set forth therein, the parties agreed to effect a series\nof transactions (collectively, the “**Transactions**”) that would result in IAC and Gadfin each becoming a wholly owned\nsubsidiary of a newly formed Israeli holding company, Gadfin Regev Holdings Ltd. (“**NewPubco**”), through (i) the merger\nof a wholly owned subsidiary of NewPubco with and into Gadfin, with Gadfin surviving (the “**Acquisition Merger**”), and\n(ii) the merger of a wholly owned subsidiary of NewPubco with and into IAC, with IAC surviving (the “**IAC Merger**” and,\ntogether with the Acquisition Merger, the “**Mergers**”). The Agreement was further amended on several occasions, including\nto extend the date by which the Transactions were required to be consummated. The terms of the Agreement, which contained customary representations\nand warranties, covenants, closing conditions and termination provisions, are summarized in the Company’s prior filings with the\nSEC. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.\n\n \n\nOn June 22, 2026, the Agreement was terminated\nin accordance with the terms set forth therein (the “**Termination**”).\n\n \n\n*Sponsor Support Agreement*\n\n \n\nAs previously disclosed, in connection with the\nexecution of the Agreement, on January 26, 2025, each of Israel Acquisitions Sponsor LLC, a Delaware limited liability company (the “**Sponsor**”),\nIAC and Gadfin entered into a Sponsor Support Agreement (the “**Sponsor Support Agreement**”) whereby the Sponsor has agreed,\namong other things, (a) to vote in favor of the Agreement and the Transactions on the terms and subject to the conditions set forth in\nthe Sponsor Support Agreement, (b) in the event the Covered Shares represent more than 30% of NewPubco Ordinary Shares issued and outstanding\nimmediately following Closing, Sponsor will irrevocably forfeit and surrender, immediately prior to Closing, for no consideration, a number\nof Sponsor Shares, up to a maximum of 1,429,000 Sponsor Shares, in order to reduce the Sponsor’s holding in NewPubco below the Dilution\nCap, and (c) if, immediately prior to or at the Closing, IAC incurs a Transaction Expenses Cap Excess without obtaining the prior written\nconsent of the Company to incur such Transaction Expenses Cap Excess, then at the election of Gadfin in its sole discretion, Sponsor shall\neither (x) irrevocably transfer to such Persons entitled to the respective Transaction Expenses Cap Excess such number of IAC Shares or\nIAC Warrants that will satisfy and settle such Transaction Expenses Cap Excess, reasonably acceptable to Gadfin or (y) pay directly to\nNewPubco any such Transaction Expenses Cap Excess, such that only Sponsor bears such Transaction Expenses Cap Excess. The Sponsor also\nagreed that it will not (a) transfer any of the Sponsor Shares or grant any security interest in the Sponsor Shares pursuant to the Agreement\nor to another shareholder of IAC, (b) deposit any Sponsor Shares into a voting trust or enter into a voting arrangement that is inconsistent\nwith the Sponsor Support Agreement or (c) enter into any arrangement with respect to the acquisition or sale of any of the Sponsor Shares.\nThe Sponsor has also agreed to waive its rights to the treatment of its Sponsor Shares and to not participate in any redemption by tendering\nor submitting any IAC equity securities held by the Sponsor for redemption. In connection with the Termination, the Sponsor Support Agreement\nand the other agreements entered into in connection with the Agreement terminated in accordance with their respective terms.\n\n \n\n \n\n \n\n \n\n**SIGNATURES**\n\n** **\n\nPursuant to the requirements\nof the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned\nhereunto duly authorized.\n\n \n\n \n**ISRAEL ACQUISITIONS CORP  **\n\n \n \n\nDate: June 26, 2026\nBy:\n/s/ Ziv Elul\n\n \n \nName:\nZiv Elul\n\n \n \nTitle:\nChief Executive Officer and Director"}